Common use of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation of its internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established the Material Subsidiaries will maintain and maintains disclosure keep accurate books and records reflecting their assets and maintain internal accounting controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with GAAP and as may then be applicable, (iii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company management’s and the Company Board Company’s directors’ authorization, and (iiiiv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation . Except as otherwise described in the Company’s reports filed with the Commission and the Canadian Securities Regulators in order to exclude controls, policies and procedures of its internal control over financial reporting a business that was presented the Company acquired not more than 365 days before the last day of the period covered by a filing, the Company and discussed the Material Subsidiaries will maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and NI 52-109, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design reports that it files or operation of submits under the internal Exchange Act or Canadian securities laws is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or Canadian Securities Regulators’ rules and forms, including, without limitation, controls and procedures of designed to ensure that information required to be disclosed by the Company in the reports that are reasonably likely it files or submits under the Exchange Act or Canadian securities laws is accumulated and communicated to adversely affect the ability of the Company Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to record, process, summarize allow timely decisions regarding required disclosure and report financial data or (B) any fraud or allegation of fraud, whether or not material, to ensure that involves (or involved) the management of material information relating to the Company or other employees who have (or had) a significant role the Material Subsidiaries is made known to them by others within those entities, particularly during the period in the internal controls over financial reporting utilized by the Companywhich such periodic reports are being prepared. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established maintains internal control over financial reporting as defined in and maintains required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15have been reasonably designed to provide reasonable assurance that (i) all material information relating to the Company, as applicableincluding its consolidated Subsidiaries, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules reports that it files or submits under the Exchange Act is accumulated and forms, and all such information is communication communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the Company’s filings with consolidated financial statements of the SEC and other public disclosure documents Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-15 and 15d-15 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and that receipts and expenditures of the Company GAAP, consistently applied, (iii) transactions are being made executed only in accordance with authorizations the authorization of management of the Company and the Company Board and (iiiiv) provide reasonable assurance regarding prevention or and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company that could have a material effect on and its financial statementsSubsidiaries. (cb) Based Since the Applicable Date, the Company has disclosed, based on its the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls over financial reporting utilized by that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (dc) Since the Applicable Date until and prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has not received any material complaint, allegation, assertion or claim complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing practices, procedures, methodologies or methods of matters that have not been reported to the Company or its internal accounting controlsAudit Committee.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure -34- controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based on its most recent evaluation of its internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself maintains “disclosure controls and its consolidated Subsidiaries) has established procedures,” required by Rule 13a-15 or 15d-15 under the Exchange Act, and maintains such disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act are designed to ensure provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication forms to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended June 30, 2020, and such assessment concluded that such control structure was effective. Since such date, there have been no changes in the Company’s internal control over financial reporting that, individually or in the aggregate, have materially and adversely affected, or would reasonably be expected to materially and adversely affect, the Company’s internal control over financial reporting. (d) Since January 1, 2017, the Company has disclosed, based on its the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting that was presented by its chief executive officer and discussed by the Company Board its chief financial officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized reporting. (e) Since January 1, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and to the Company’s Knowledge, no concerns from Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(d) since the Applicable Date, (ii) any material communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the NASDAQ, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (df) Since the Applicable Date until the date of this AgreementJanuary 1, neither 2017, no attorney representing the Company noror any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives, in each case in such capacities, to the Knowledge of the Company’s chief legal officer, any Representative Audit Committee (or other committee of the Company has received any material complaint, allegation, assertion Board designated for the purpose) or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods Company Board pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company or its internal accounting controlspolicy contemplating such reporting, including in instances not required by those rules.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains maintained disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act designed to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. (b) The Since the Applicable Date, the Company maintains has maintained internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and such assessment concluded that such control was effective. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2019. (d) The Company has disclosed, based on its the most recent evaluation of its internal control over chief executive officer and its chief financial reporting that was presented and discussed by the Company Board officer prior to the date of this Agreement, neither to the Company’s auditors and the audit committee of the Company norBoard, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and the audit committee of the Company Board any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (de) Since the Applicable Date until the date of this AgreementDate, neither the Company norno material complaints from any source regarding accounting, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the internal accounting controls or auditing practicesmatters, procedures, methodologies and no concerns from employees or methods other service providers of the Company or any of its internal Subsidiaries regarding questionable accounting controlsor auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and the audit committee of the Company Board contemplated by Section 4.08(d) since the Applicable Date, (ii) any material communication since the Applicable Date made by management or the Company’s auditors to the audit committee of the Company Board required or contemplated by listing standards of the NASDAQ, the charter of the audit committee of the Company Board or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (f) No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company’s chief legal officer, the audit committee of the Company Board (or other committee of the Company Board designated for the purpose) or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself maintains “disclosure controls and its consolidated Subsidiaries) has established procedures,” required by Rule 13a-15 or 15d-15 under the Exchange Act, and maintains such disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act are designed to ensure provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication forms to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC. (b) The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended June 30, 2020, and such assessment concluded that such control structure was effective. Since such date, there have been no changes in the Company’s internal control over financial reporting that, individually or in the aggregate, have materially and adversely affected, or would reasonably be expected to materially and adversely affect, the Company’s internal control over financial reporting. (d) Since January 1, 2017, the Company has disclosed, based on its the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting that was presented by its chief executive officer and discussed by the Company Board its chief financial officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized reporting. (e) Since January 1, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and to the Company’s Knowledge, no concerns from Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(d) since the Applicable Date, (ii) any material communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the NASDAQ, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (df) Since the Applicable Date until the date of this AgreementJanuary 1, neither 2017, no attorney representing the Company noror any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives, in each case in such capacities, to the Knowledge of the Company’s chief legal officer, any Representative Audit Committee (or other committee of the Company has received any material complaint, allegation, assertion Board designated for the purpose) or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company or its internal accounting controlspolicy contemplating such reporting, including in instances not required by those rules.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and or 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (b) . The Company maintains internal control over financial reporting required and as defined by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and 15d-15procedures are reasonably designed to ensure that material information relating to the Company, as applicableincluding its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are reasonably designed to provide reasonable assurance regarding ensure that information required to be disclosed by the reliability of financial reporting Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the preparation of financial statements for external purposes time periods specified in accordance with GAAP SEC rules and includes policies and procedures that forms. (ib) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions The Company’s management has completed an assessment of the assets effectiveness of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation ’s internal control over financial reporting in compliance with the requirements of financial statements in accordance with GAAP and that receipts and expenditures Section 404 of the Company are being made only in accordance with authorizations of management of Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2017, and such assessment concluded that such system was effective. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection maintained effective internal control over financial reporting as of unauthorized acquisitionDecember 31, use or disposition of the assets of the Company that could have a material effect on its financial statements2017. (c) Based The Company has disclosed, based on its the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting that was presented by its executive officer and discussed by the Company Board its chief financial officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (d) Since From the Applicable Date until the date of this Agreement, neither no material complaints or notifications from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. (e) As of the date of this Agreement, to the Company’s Knowledge, none of the Company norReports is the subject of ongoing SEC review or outstanding SEC comment. (f) As of the date of this Agreement, to the Knowledge of the Company, there are no pending SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any Representative accounting practices of the Company Company. To the Knowledge of the Company, at no time since the Applicable Date through the date of this Agreement has received there been any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods internal investigation of the Company or any of its internal Subsidiaries regarding revenue recognition or other accounting controlsor auditing issues discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any committee thereof.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since The Company maintains, and, at all times since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains maintained “disclosure controls and procedures procedures” required and as defined by Rule 13a-15 and Rule 15d-15, as applicable, under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed by in the Company Reports is recorded recorded, processed, summarized and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation forms of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC. (b) The Company maintains a system of “internal control over financial reporting required and reporting” (as defined by in Rule 13a-15 and 15d-15, as applicable, under the Exchange Act reasonably Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Company’s and the Company that could have a material effect on its financial statementsCompany’s Subsidiaries’ properties or assets. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and such assessment concluded that those controls were effective. The Company has disclosed, based on its most recent evaluation of its the Company’s internal control over financial reporting that was presented and discussed by the Company Board prior to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its ’s independent registered public accounting firm, has identified or been notified of firm and the Audit Committee (Ai) any “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) weaknesses in the design or operation of the its internal controls and procedures of over financial reporting (as defined in Rule 13a-15(f) under the Company Exchange Act) that are reasonably likely to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by the Company and the Company. (d) Since ’s Subsidiaries. The Company has made available to Public Parent and Parent a summary of any such disclosure made by management to the Company’s independent registered public accounting firm and the Audit Committee since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controlsDate.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. The Company maintains a system of internal control over financial reporting (aas such term is defined in Rule 13a-15(f) Since under the Applicable Date, the Company has been in compliance Exchange Act) that complies in all material respects with the applicable provisions requirements of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 has been designed by the Company’s principal executive officer and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over principal financial reporting required and as defined by Rule 13a-15 and 15d-15officer, as applicableor under their supervision, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that IFRS including but not limited to internal accounting controls sufficient to provide reasonable assurance that: (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance conformity with GAAP IFRS and that receipts and expenditures of the Company are being made to maintain asset accountability, (iii) access to assets is permitted only in accordance with authorizations of management management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets assessed internal control over financial reporting of the Company that could have a material effect on its as of December 31, 2021 and concluded internal control over financial statements. (c) Based on its most recent evaluation reporting was effective as of its such date. Since the date of the Financial Statements, there has been no change in the Company’s internal control over financial reporting that was presented has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any material weaknesses or significant deficiencies in its internal control over financial reporting. The Company maintains disclosure controls and discussed procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed so that information required to be disclosed by the Company Board prior in the reports that it files or submits under the Exchange Act is made known to the date of this AgreementCompany’s management and is recorded, neither processed, summarized and reported within the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) time periods specified in the design or operation of the internal Commission’s rules and forms; such disclosure controls and procedures were effective as of the Company that are reasonably likely to adversely affect the ability of the Company to recordDecember 31, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company2021. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. The Company maintains a system of internal control over financial reporting (aas such term is defined in Rule 13a-15(f) Since under the Applicable Date, the Company has been in compliance Exchange Act) that complies in all material respects with the applicable provisions requirements of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 and 15d-15, as applicable, under the Exchange Act to ensure that information required to be disclosed by the Company is recorded and reported with the time periods specified in the SEC’s rules and forms, and all such information is communication to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 has been designed by the Company’s principal executive officer and 906 of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains internal control over principal financial reporting required and as defined by Rule 13a-15 and 15d-15officer, as applicableor under their supervision, under the Exchange Act reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that IFRS including but not limited to internal accounting controls sufficient to provide reasonable assurance that: (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance conformity with GAAP IFRS and that receipts and expenditures of the Company are being made to maintain asset accountability, (iii) access to assets is permitted only in accordance with authorizations of management management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets assessed internal control over financial reporting of the Company that could have a material effect on its as of December 31, 2019 and concluded internal control over financial statements. (c) Based on its most recent evaluation reporting was effective as of its such date. Since the date of the Financial Statements, there has been no change in the Company’s internal control over financial reporting that was presented has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any material weaknesses or significant deficiencies in its internal control over financial reporting. The Company maintains disclosure controls and discussed procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed so that information required to be disclosed by the Company Board prior in the reports that it files or submits under the Exchange Act is made known to the date of this AgreementCompany’s management and is recorded, neither processed, summarized and reported within the Company nor, to the Knowledge of the Company, its independent registered public accounting firm, has identified or been notified of (A) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) time periods specified in the design or operation of the internal Commission’s rules and forms; such disclosure controls and procedures were effective as of the Company that are reasonably likely to adversely affect the ability of the Company to recordDecember 31, process, summarize and report financial data or (B) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company2019. (d) Since the Applicable Date until the date of this Agreement, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim regarding material deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) Since the Applicable Date, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains “disclosure controls and procedures required and procedures” (as defined by pursuant to Rule 13a-15 and 15d-15, as applicable, promulgated under the Exchange Act Act) that are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes pursuant to the Exchange Act is recorded and reported with within the time periods specified in the SEC’s rules and forms, and all such information is communication forms of the SEC to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make certifications required by Rule 13a-15 and 15d-15 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. (b) The Company maintains “internal control over financial reporting required and reporting” (as defined by pursuant to Rule 13a-15 and 15d-15, as applicable, 15d-15 promulgated under the Exchange Act reasonably Act) that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could would reasonably likely to have a material effect on its financial statements. (c) Based The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and such assessment concluded that such control was not effective. Since such date, except as disclosed in the Company’s Reports, there have been no changes in the Company’s internal control over financial reporting. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company did not maintain effective internal control over financial reporting as of December 31, 2022. (d) The Company has disclosed, based on its the most recent evaluation of its internal control over chief executive officer and its chief financial reporting that was presented and discussed by the Company Board officer prior to the date of this Agreement, neither the Company nor, to the Knowledge of Company’s auditors and the CompanyAudit Committee, its independent registered public accounting firm, has identified or been notified of (Ai) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of the its internal controls and procedures of the Company over financial reporting that are reasonably likely expected to adversely affect the Company’s ability of the Company to record, process, summarize and report financial data or information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, and (Bii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the Company’s internal controls control over financial reporting utilized by the Companyreporting. (de) Since the Applicable Date until the date of this AgreementDate, neither the Company norno material written or, to the Knowledge of the Company, oral complaints from any Representative source regarding accounting, internal accounting controls or auditing matters, and no concerns from current or former Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and Audit Committee contemplated by Section 5.7(d) since the Applicable Date, (ii) any material written or, to the Knowledge of the Company, oral communication since the Applicable Date made by management or the Company’s auditors to the Audit Committee required or contemplated by listing standards of the NASDAQ, the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (f) Since the Applicable Date, to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company’s chief legal officer, Audit Committee (or other committee of the Company has received Board designated for the purpose) or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any material complaintCompany policy contemplating such reporting, allegationincluding in instances not required by those rules. (g) To the Knowledge of the Company, assertion there are no SEC inquiries or claim investigations, other governmental inquiries or investigations or internal investigations pending or threatened regarding material deficiencies in the any accounting or auditing practices, procedures, methodologies or methods practices of the Company or its Subsidiaries. Since the Applicable Date, there has not been any internal investigation of the Company or any of its Subsidiaries regarding revenue recognition or other material accounting controlsor auditing issues discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any committee thereof. Since the Applicable Date, to the Knowledge of the Company, (i) no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Laws of the type described in Section 806 of the Xxxxxxxx- Xxxxx Act by the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.